UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CORNELL CORRECTIONS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
219141108
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(CUSIP Number)
Peter A. Leidel, Ticonderoga Capital Inc.
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535 Madison Avenue, New York, NY 10022 (212) 906-7104
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 20, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
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SCHEDULE 13D
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CUSIP No. 219141108 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
(ENTITIES ONLY)
Concord Partners Japan Limited
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I.R.S. No. 22-3012759
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
W/C
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,839
REPORTING ______________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
7,839
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,839
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 6 Pages
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Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the "Common Stock") of
Cornell Corrections, Inc. (the "Company") whose principal executive offices are
located at 4801 Woodway, Suite 400W, Houston, Texas 77056. The shares covered by
this filing were reported in a prior 13D filing, filed April 4, 1997 and the
most recent amendment thereto filed on July 10, 1997.
Item 2. Identity and Background
This statement is filed by Concord Partners Japan Limited ("Concord
Japan").
Concord Japan is a corporation organized under the laws of the Bahamas,
whose principal office and business address is c/o RoyWest Trust Corporation
(Bahamas) Limited, West Bay Street, Nassau, Bahamas. The principal business of
Concord Japan is investing in venture capital transactions.
The articles of incorporation and bylaws of Concord Japan provide that the
management, operation and investment policy (which includes the right to vote or
power to direct the disposition of securities) of the corporation shall be
vested exclusively in Venture Associates, L.P. Pursuant to a management
agreement, Ticonderoga Capital, Inc. has been appointed manager of Concord
Japan, and as such, has the power to vote and the power to dispose of the
securities reported in this Schedule 13D as being owned by Concord Japan.
Except as set forth in the following paragraph, neither Concord Japan, nor,
to the best knowledge of Concord Japan, any other person identified pursuant to
this Item 2, within the last five years was (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or a finding of any violations of
such laws.
On January 16, 1992, Dillon, Read & Co. Inc. ("Dillon Read") which served
as manager of Concord Japan pursuant to a management agreement with Concord
Japan, until September 2, 1997 (along with 97 other securities firms), without
admitting or denying any findings, consented to the entry of an Order in
settlement of an SEC Administrative Proceeding (File No. 3-7646) entitled In the
Matter of the Distribution of Securities Issued by Certain Government Sponsored
Enterprises ("GSE"). The Order stated the SEC's findings that Dillon Read made
and kept certain records that did not accurately reflect Dillon Read's
customers' orders for certain GSE securities in violation of Section 17(a) (and
Rules 17a-3 and 17a-4 thereunder). The Order further provided that Dillon Read
shall cease and desist from any violation in the future, pay a penalty of
$100,000, and maintain policies and procedures reasonably designed to ensure
further compliance with the provisions of Section 17(a) and Rules 17a-3 and
17a-4 thereunder.
Item 3. Source and Amount of Funds or Other Consideration
Concord Japan originally acquired the shares of Common Stock as more fully
set forth in a Schedule 13D filed on April 4, 1997.
Effective September 2, 1997, Dillon, Read Holding Inc., the parent of
Dillon Read, which served as manager of Concord Japan, merged with and into
SBC/DRH Merger, Inc., a wholly owned direct subsidiary of Swiss Bank
Corporation. Dillon, Read Holding Inc. was the corporate survivor of the
transaction and it then changed its name to SBC Warburg Dillon Read Holding Inc.
Dillon Read merged with and into SBC Warburg, Inc., a wholly owned indirect
subsidiary of Swiss Bank Corporation. Dillon Read was the corporate survivor of
the transaction and it then changed its name to SBC Warburg Dillon Read Inc.
In connection with such transaction, on November 20, 1997, Concord Japan
replaced Dillon Read as manager of Concord Japan with Ticonderoga
Page 3 of 6 Pages
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Capital Inc., a newly formed entity controlled by former employees of Dillon
Read pursuant to a Novation Agreement dated as of September 15, 1997.
As a result of such transactions, Concord Japan is no longer deemed
affiliated with SBC Warburg Dillon Read Inc. SBC Warburg Dillon Read Inc.
retains an indirect, non-voting interest in Concord Japan.
Item 4. Purpose of Transaction.
All of the shares of Common Stock were acquired by Concord Japan in
transactions originally involving investments by the predecessors of Concord
Japan in the Company, as more fully described in Item 3 of this Schedule 13D.
The merger of Dillon, Read & Co. Inc. and SBC Warburg, Inc. and the subsequent
change of name to SBC Warburg Dillon Read Inc. was effective September 2, 1997.
Concord Japan acquired the Common Stock owned of record by it in the
ordinary course of its investment activities and as contemplated by its
organizational documents.
Except as described in this Statement, as of the date hereof, Concord Japan
has not formulated any specific plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional securities of the
Company or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
the Company; (c) a sale or transfer of a material amount of assets of the
Company; (d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter or bylaws or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation (i) causing
a class of equity securities of the Company to become eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended (the "Act"); or (j) any action similar to any of those
enumerated above.
Item 5. Interests in Securities of the Issuer
(a) As of March 3, 1998, Concord Japan beneficially owns 7,839 shares of
Common Stock, representing 0.1% of the Outstanding Shares.
Except as set forth herein, to the best knowledge of Concord Japan, none of
the other persons identified in this filing currently owns, or has any right to
acquire, any shares of the Common Stock.
(b) As noted in Item 2, Venture Associates, L.P. has voting power and
investment power with respect to the shares of Common Stock reported in this
Statement as being beneficially owned by Concord Japan. Ticonderoga Capital Inc.
has voting power and investment power in its capacity as manager of Concord
Japan.
(c) On October 17, 1997, Concord Japan sold 120,000 shares of Common Stock
at $18.546 per share pursuant to a registered public offering.
(d) To the best knowledge of Concord Japan, no person other than those
identified in this Schedule has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
reported on this Schedule.
(e) Concord Japan ceased to be beneficial owner of more than five percent
of the Common Stock as of November 20, 1997. As a result of the merger and
subsequent change in manager of Concord Japan described in Item 3, the Common
Stock held by Concord Japan is no longer aggregated with the Common Stock held
by the Reporting Persons reflected in the filing on July 10, 1997.
Page 4 of 6 Pages
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Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
Page 5 of 6 Pages
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SIGNATURES
The undersigned certify that, after reasonable inquiry and to the best of
their respective knowledge and belief, the information set forth in the Schedule
13D is true, complete and correct.
CONCORD PARTNERS JAPAN LIMITED
By:/s/ Peter A. Leidel
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Name: Peter A. Leidel
Title: Attorney-in-fact
Dated: March 9, 1998
Page 6 of 6 Pages
